Retelling: Maximum Carnage
by skin2skincontact
Summary: The marvel world is infected with symbiotes, many heroes and villians are symbiotes. Mostly Spider-Man but theres some, X-men, and a little Avengers thrown in for fun.
1. Default Chapter

**Author's Jibber jabber: **My second fic. This will be my in between when I can't get inspiration on Shrieks and Shadows I'll come to this. Now for the story. This is my version of Maximum Carnage. Pretty much the whole story will be inaccurate compared to the original thing. This may not be all that great, and many things won't seem…believable but I've got the drive to do it and so I will. If you don't like well I don't much care if you don't like it.

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**Prologue**

Spider-man once had the alien costume that turned to actually be an alien life form, which would come to be known as a symbiote. Spiderman fought the costume's control, which resulted in Peter Parker's enemy Eddie Brock becoming the next host; this resulted in Venom being born.

Venom would come to be one of the Spider's greatest foes. Venom never would give up its fight to destroy Spiderman. With Eddie Brock having a vendetta against Parker for the loss of his job at the Daily Bugle, and the symbiote hating Spiderman for not bonding with the living costume. Spiderman, however, managed to free Eddie from the symbiote and send the alien creature back to the moon.

A few months later a group of astronauts traveled to the moon and collected space rocks, once back on Earth the astronauts were each controlled by symbiotes much like Venom. The symbiote, along with another, jumped from host to host until they found the imprisoned Eddie Brock and his cellmate Cletus Cassidy. Once again Eddie Brock was Venom and Cletus Cassidy became Carnage.

During a battle between Venom, Carnage and Spiderman Carnage killed a person very close to Eddie Brock. She believed he was a good person and in her death she encouraged him to do the right thing. The more human side of Eddie Brock changed. Eddie Brock and Venom were never the same adopting a sort of anti-hero persona. Venom developed a grudge with Carnage, which greatly rivaled the vendetta he had for Spiderman/Peter Parker.

Cletus Cassidy however developed a team. With the negative emotion absorbing Shriek, and the spider man clone gone wrong Doppelganger they started on a cross-country destruction tour. Along with these three a third symbiote approached carnage, she fused her body with that of Shriek. Carnage, Shriek, and Doppelganger had finished their tour where it all began New York City.

* * *

**Maximum Carnage**

**Fisk Tower**

Wilson Fisk the Kingpin of crime sat in his office on the top floor. He was smoking a cigar and overlooking a file of his latest scheme. He had funded a space shuttle launch for the awesome power of the symbiote. He was going to become a symbiote himself and put an end to all the nonsense of trying to stop him. First he would do what Venom couldn't, capture, torture, and then slowly kill Spider-Man. He would then go after the X-men all the while adding to his symbiote army. And finally he'd finish off the Avengers. After the Avengers the other heroes such as Daredevil and the Punisher would easily be annihilated. A large satisfied grin spread over the large man's face, his plan was full proof.

At the first floor of Fisk Tower Shriek and Carnage had their way into the building the two had shifted into forms more civilian like as they made their way to the elevator. Two guards stood at the elevator doors. They were to turn down anyone who wished to use the elevator or turn away anyone who came close to them.

"You two" The guard called to a red haired man with a brunette woman on his arm. "Yes you two. Fisk Tower is closed today. We're going to have to ask you to leave, if you do not comply we will have to shoot." The guard finished as he set his hand on his hip ready to grab his revolver if need be.

The couple just continued on towards the two guards. As they approached the elevator doors the guards drew their guns and began to fire away. The couple's smiles grew wider as their clothes disappeared and in their place were two costumed individuals.

The man was covered in head to toe in a red and black costume, his eyes were two large white patches, his mouth was in a large toothy grin, the teeth however were jagged and made of the same material as the mans suit. The man's left hand changed to a red and black axe as he gave an evil laugh.

The woman's costume was slightly different. Instead of red and black her colors consisted of yellow with red mixed in, her face was entirely black and her teeth were the same jagged type as carnage, her eyes were larger in comparison and were uneven where as Carnage's eyes had definite shape. Her hair flowed wildly and reaches down to her legs on her hands her nails long and sharp resembled claws.

The woman vanished into thin air, and the red creature's axe was brought directly into the guard's head. As the guard fell to the ground the other guard, shot his remaining revolver rounds into the body of the creature. The guard felt life leave his body; he looked down to see a yellow hand sticking out of his stomach.

The two symbiotes Shriek and Carnage, after killing the guards, made their way into the elevator to give visit to the Kingpin.

* * *

Wilson Fisk got up from his chair and looked out his window at the sight of New York. He puffed his cigar and smiled. "Soon New York, you will be mine."

"Not quite Fisk." Interrupted a voice. The Kingpin's grin was replaced with a grimace at the sound of that voice. He turned around to face Nathaniel Essex who was leaning against the wall covering his normally white face in the shadow.

"What do you want Essex?" The Kingpin inquired. "I'm a very busy man. I do not have time for pleasantries."

"Simple Fisk. It was I who let you onto the little 'secret' that the meteor rocks were the symbiotes. I have come for my payment." Mr. Sinister replied as he stepped into the light.

"What payment? It was information, no agreement for payment was given."

Nathaniel Essex, or Mr. Sinister as he now called himself, continued to smile. "You didn't. However there were plans set into motion." As the smile grew wider on Sinister's face Fisk turned to his window and became angrier when he watched as Doppelganger swung in and landed on Fisk's desk breaking it.

"Essex!" Fisk bellowed.

"Not so little Willie Fisk." Chastised Carnage as he stood next to Mr. Sinister. "Did you really think that you could have an army of my brothers and sisters and not get a visit from your Uncle Carnage and his trio?" The symbiote mask of Carnage peeled back to reveal the face of Cletus Cassidy.

"Just what do you plan on doing with me in my building, my city?" Fisk asked in his state of rage.

"Normally I'd like to cut you into little pieces and feed you to my puppy but Mr. Essex here has other plans." Cletus answered, a small smile spreading on his face as he thought about killing Kingpin.

"The time of Wilson Fisk as the Kingpin is at an end." Answered Sinister. "The time of King Carnage is beginning."

Before Fisk could move Doppelganger had him bound. Sinister then approached the soon to be ex-Kingpin of crime. From somewhere on Sinister's costume the madman Nathaniel Essex pulled out a gun filled with liquid. Sinister pushed the tip of the gun into Fisk's neck and pulled the trigger releasing the toxin into the body of the large man.

After Wilson Fisk fell unconscious Doppelganger picked up the large man with the help of Shriek. The two then picked the man into the elevator. Sinister turned to the symbiote clad Carnage. "The fusion will begin soon. Be ready in 30 minutes." Mr. Sinister said with finality as he walked out of the former Wilson Fisk office.

**Fisk Tower**

Someone now occupies the former office of Wilson Fisk new. Now in Wilson Fisk's place stands King Carnage. With the effort of Nathaniel Essex, Cletus Cassidy and his symbiote were genetically combined with that of Wilson Fisk creating King Carnage. The size is the same but the skin is now an orange and brown mix color, the usual white suit is still the same, even the cane is the same. The only difference is that in the place of Wilson Fisk's mind and soul now in its place Cletus Cassidy has taken over as the new Kingpin of Crime. And with his symbiote army he is ready to further the plan set in motion by Fisk.

King Carnage smiles his large sharp teeth as he looks down on the city of New York. The sun lighting up the entire city, soon however the city will be covered in darkness. Letting out an evil laugh King Carnage pushes a button at the end of his cane releasing his symbiote army to overthrow New York City into his own personal army.

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So what do you think? Like it? Hate it? Love it? Any problems?To many people OOC? Go ahead tell me what you think, good, bad, special just PUT SOMETHING! And if there is anything you think I can prove upon in my writing or in the story let me know. 


	2. New allies in new places

Chapter 2 – Duty Calls 

The streets of New York were strangely quiet, no lights were on in the apartments, businesses were closed and the wind carried a strange scent. The front page of The Daily Bugle rode the breeze down a street until it wrapped around the boot of a man.

The man sniffed the air, only to get an unfamiliar scent. He picked up newspaper that had wrapped around his feet. The man read only the headline Wilson Fisk Missing. The man grunted. "Not much of a headline." He said in a deep harsh tone.

The mutant known simply as Logan to his friends and Wolverine to everyone else grabbed a cigar and placed it in his mouth. Logan lit up the cigar and gave a few puffs. Get his nicotine fix helped him put his worried mind at ease. He had left the mansion after hearing of Fisk's disappearance and thought he'd give it a little investigation. Not to mention the fact that Fury had come to see him and asked him to help, of course that was over a week ago. The restfulness of New York unnerved Logan.

His musings were cut short as he finally caught someone's scent. He turned to look behind him only to be greeted by the sight of no one, however the scent continued to get stronger and stronger. Logan unsheathed his clothes and spun around again this time sending his claws into the air.

Whatever he had hit began to pour out blood. He pulled out his claws as the blood source fell to the ground and color came back to it. It was something he had seen only one other time. The thing was different but still had the same black color and white eyes. This left him with finding one person, Spider-Man. Logan sheathed his claws and continued down the road still smoking his cigar.

-Maximum Carnage-

The Xavier Mansion 

Darkness was all around him. The light was gone and his head ached it felt like a tiny Juggernaut was pounding away at his brain. He tried moving but everywhere he looked there was darkness, cold darkness. He tried thinking of what happened but nothing came, until one thought rang out in his mind. _Rogue!_

Gambit's eyes opened, he sat upward and groaned. His head still felt like his brain was trying to beat its way out of his skull, but he had to find Rogue. He used his staff to pull himself up and through the moonlight he could see enough in the darkness. He was in the rec room, the television was nothing but static, but other then him the room was empty and in the pit of his stomach he felt the mansion was empty he continued nevertheless.

As Gambit walked out into the hall he looked around and saw no one in the hall. "Rogue! ROGUE! Answer Remy!" He called out, his voice breaking. The silence only furthered his worry.

Gambit recalled the events that took place just before this happened.

It was a sunny day at the Institute. Logan had left on business and most of the mansion was abuzz from the news of the Kingpin's disappearance. Of course what most was wondering was if the Fisk is out then who could possibly fill the fat man's shoes? That was a frightening thought.

Remy was walking around the grounds of the Institute with Rogue they talked about the little things and Remy took in her beauty as she shared her day. His thoughts of Rogue were interrupted when the gates to the institute burst open and a flood of pink creatures came in droves into the institute grounds. Their large black eyes, and black teeth stretched into a grin never wavered or blinked as they marched towards the mansion.

"Rogue goes warn the others!" Remy said to Rogue and before she could respond he drew his staff and was off after the creatures.

For every one Gambit took down with a card or his staff, two would split from the one and attack him. As the creatures grew to a large army Gambit watched in horror as one swallowed Jubilee. It seemed to form with her, and then it took her shape and continued on with the others. One by one these creatures swallowed the X-men around him and in the end Gambit was forced to run into the mansion and warn the others.

Kurt was the first to come to the scene and rescue his sister Rogue from becoming one of the enemies. Remy charged a few cards and sent them towards the creatures blowing through a large amount of them. He smiled only to find the creatures reforming and continuing their march to take down the X-men. Then it happened, one had grabbed Gambit and at that time he blacked out, the last thing he saw was Rogue's scream as one grabbed her. He tried to fight back to get to her but the darkness consumed him.

Gambit made his way up the stairs in the darkness still calling out for Rogue. Not caring if he ran into one of those…things. He would find her even if he had to go through every single one of those creatures to do so. He passed by Rogue's room and pushed the door open. There was a huddled figure in the corner that seemed to be crying.

"Rogue?" Asked Remy as he approached the shadow. He placed his hand on the shoulder and felt a firm muscled shoulder. The figure turned around and faced him, it was one of those things with what looked like the body of Cyclops even the visor was there, though covered in the creatures "skin."

Gambit quickly hit the former leader of the X-men with his staff. The creature doubled over in pain, but quickly rose to its feet ready for more. Gambit reached for a card but found none, his eyes scanned the room and he touched the glass and ducked sending shards of glass into the creature.

Gambit once again was back on his feet and before the creature had time to recover he had grabbed it and pushed it out the window sending it to the ground. As Gambit looked out the window he watched as the creature landed on its feet and began to sprint to the gate of the Institute and out the gates till he was out of view.

Gambit scoured the entire upper floor, through every bedroom, every nook and cranny, only to find nothing. With a heavy hearted sigh he walked to the corner of the mansion slid in the concealed tube and was in the lower level of the institute in a matter of seconds.

The lower levels were quiet and every footstep echoed loudly. He walked into the empty war room that however wasn't empty. Through the lighted room Gambit quickly drew his staff and approached the hunched figure. It was clicking away at the keys of the war room computers.

As Gambit approached he took in the dark figure, blue skin, blue hair and a red outfit. White gloves and boots…Three fingers and toes…Nightcrawler! The damn things had taken another X-men. Gambit sighed, he had always liked Kurt and he was Rogue's brother. He raised his staff up high and got even closer.

Kurt turned and faced Gambit. "Mein Gott! Remy your alive!" Kurt exclaimed as he hugged the thieving mutant.

Remy was shocked, they hadn't taken Nightcrawler but he had lived. He lowered his staff and his heart felt lighter knowing another X-men was still alive. Kurt then let go of his teammate and continued to type away at the computer.

"I have been trying to reach the outside world, or find any information, but so far all I can assume is its part of the new Kingpin's plan. It did all start when Fisk went missing." Kurt explained as he pounded his fist on the computer. He still couldn't get any information the computer was getting no results.

Gambit made his way to the war room area where the monitors for the security cameras were. He looked into them then found one that caught his eye. In the holding cell one of those creatures.

Kurt noticed Gambit looking at the monitors and decided to comment. "I caught one of them. After they got you…and Rogue there vere only a few left. The Cyclops one on the top floor, the one on this floor, vhich is in the cage that appears to be Pyro. Then there was one of them I managed to actually kill." Kurt explained.

"You did dat homme?" Gambit asked in amazement. "I took care of the one upstairs." Gambit replied. Then it hit him. "Did you say dey got Rogue?"

Kurt sighed. He had tried to protect his sister but he was surrounded and could only watch in horror as his sister became one of them and disappeared in the sea of the creatures. "Yes. I'm afraid it's only you, I and Logan left." Kurt said as the weight of witnessing his adopted sisters abduction began to take hold on him. He managed to keep his mind off it while fighting and capturing the creature but now…it was different.

Gambit didn't speak he just stared lost in a daze. Rogue was gone all because he couldn't save her, the X-men were gone and the army of creatures had probably taken over the world. Gambit swallowed the lump in his throat.

An alarm went off in the War room and lights flashed. In a second Kurt was on the computer and looking at the computer screens. He gave a groan and cursed something in German. "Not now. Not today." He groaned.

"What is it? Can Remy help?" Gambit inquired feeling nervous with the alarm sounding off.

Kurt turned to Gambit and forced a smile. "You'll have to mein friend. It's Juggernaut. This time without a telepath…I don't see how we will be able to stop him. We'll have to use brute force."

The two remaining X-men left the War room and crossing Cerebro Gambit stopped. "DO you think any be in there?" Gambit asked as he motioned to the door with his thumb.

"Now is not the time to find out Gambit for if we do not hurry Juggernaut could kill us."

"Doesn't matter homme. Those tings could be all over de world, Remy for one doesn't mind dying today." Gambit said with a sad tone.

Kurt was shocked. Remy had never acted this way he was usually so joyous and happy. That must have been because of Rogue, now the former thief was ready to face death. Kurt Wagner however was not willing to give up yet, he knew there had to be a way to get his sister back. "Remy…I know it's hard to believe but Rogue is alive. We will find a way to bring her back. But I cannot do this without you. We're X-men remember?"

As much as Gambit hated to admit it, the blue elf was right. He couldn't just let Nightcrawler be the last X-men. Gambit had to take over, no more Remy, not until they destroyed the enemy like they had countless others. Remy Lebeau gave one last smile and nodded. "Gambit is in homme. We'll save the world…again."

Kurt smiled. "Thank you mein friend." Kurt was about to continue to the elevator when he found Gambit still looking at Cerebro.

"Just teleport into dere, check to see if we can survive in there just in case ol' Juggernaut makes it down here." Gambit said with a twinge of hope that maybe Rogue was in there. "Gambit will go hold off Juggernaut, you see who's in there." Gambit quickly sped off to the elevator leaving Nightcrawler in front of the Cerebro door.

Nightcrawler took a deep breath and closed his eyes. "Don't get stuck, don't get stuck, and don't get stuck." He said and with a final prayer he ported into Cerebro when he saw something in front of him that rattled his bones. "Professor?"

-Maximum Carnage-

Cain Marko, or as he had become known as since that fateful day in the war The Invincible Juggernaut, had been punching his way towards the Charles Xavier Institute for Higher Learning. After arriving via airplane back in the U.S. he was on his way to once again take revenge on his brother. This time he had to fight his way here. Following the same path he was taking were strange creatures. They were easily destroyed by his might but that didn't stop them from coming back.

It had been a long time since Cain had felt like he had found a worthy opponent, but whoever was controlling these creatures was definitely one he wouldn't mind either crushing or joining. After finally stopping as many of the creatures as he could he was the only one on his way to the Institute, only he had gotten sidetracked when he saw even more of the creatures break into his brothers place.

He had waited till they left until making his way into the mansion. The creatures had only carried off two of Xavier's students, the girl with the white streak in her hair and the one Cain instantly recognized as Jean Grey. With those two gone that would leave just Frost and Xavier as the telepaths to get to him, but he doubted they could do it. So once darkness fell over the institute he began his rampage.

"Come on Charles" The Juggernaut beckoned. "Where's all the fun? Where are your kids?" Juggernaut called out between destroying the mansions security systems. Juggernaut made his way to the front steps but was stopped by a sudden explosion. Marko looked at the X-man that through the cards…Gambit. "Only one? You make this too easy." Juggernaut began to charge but another explosion stopped him, followed by another, and another. He finally was his with a large explosion in his chest causing him to stumble.

"Sorry mon ami but Gambit cannot let you get an further." Gambit then jumped into combat and began hitting Juggernaut with his staff. This was of course a means of stalling for time until Kurt came back up.

"Hey that tickles!" Juggernaut quipped as he grabbed Gambit by the collar and threw him at the mansion sending the mutant into the mansion along with a portion of the wall. Juggernaut broke down the front door and was back on Gambit in a matter of seconds.

Gambit worked up the strength to hit one of the latches on Juggernaut's head. The super powered man threw the mutant through another section of the wall. "He's not here," groaned Gambit. "De professor was taken by something. They left only Remy."

This statement angered Juggernaut. For if it was the truth he had come here for no good reason. "You lie!" Juggernaut bellowed as he swung his fist down on Gambit. Gambit quickly rolled out of the way before Juggernauts fist could hit him.

Gambit was on his feet again and picked up some broken pieces of the wall and charged them at Juggernaut. "Gambit won't be beaten witout a fight."

-Maximum Carnage-

Logan had walked through the streets of New York taking down many of the creatures that resembled the symbiote costume that Spider-Man and that freak Venom had worn. These were all-different and went down easier then the Spider and Venom but they're no mistaking them for what they were, especially the invisible one he had killed.

With the training he had no recollection of Logan quietly snuck up to a stationary symbiote and popped one claw into the throat and pulled it out, the symbiote creature gasping as its lungs filled with blood. His ears quickly picked up on a loud commotion, which he quickly ran off into the direction of.

-Maximum Carnage-

Juggernaut used his giant fist to hit Gambit again sending the smaller mutant through another wall. Nightcrawler ported into the scene with the smell of brimstone. He quickly set the professor down outside the room where Juggernaut stood over the fallen X-Man's body.

He ported atop Juggernauts body and hit the last clip of Juggernaut's helmet. "Hey get off of there!" Juggernaut yelled in rage sending Nightcrawler sailing across the room holding Juggernaut's helmet.

Juggernaut turned and found his crippled brother and began to walk up to him. "Hey there Charlie boy." Cain put his hands on Xavier's neck and raised him into the air. Xavier's body changed revealing one of the creatures he had watched walk in single file out of the mansion. "What kind of trick is this!"

"A trick to calm you down Cain." Professor replied as he slowly crawled in front of his brother. "That is our enemy, the symbiotes, alien creatures that have overrun New York and presumably more. We our not allies but I can safely say now we could use each other's help."

"Sorry little brother but you don't have much proof of this, so now you die!" Juggernaut tossed the symbiote over his shoulder and continued his mission, to kill his brother.

"I'm sorry you feel that way." Xavier closed his eyes and focused, the armored body of Cain Marco fell to the floor unconscious. "You did not seem to notice Kurt taking your helmet."

"Professor?" Gambit asked as he blinked a few times to clear the tears of pain in his eyes.

"Yes Remy, he was in Cerebro. You were right we should have checked there." Nightcrawler replied as he helped the Cajun to his feet.

"See Remy know 'tings homme." Gambit replied as he limped his way to the professor. "What do we do now?"

"Go to the source of the infestation. New York." Xavier answered.

"What about the 'symbiote' what do we do with it?" Nightcrawler asked.

"I'll take care of him." Replied Cain Marco as he rose to his feet. "If you give me my helmet back."

Gambit and Nightcrawler quickly switched into attack formations. "It's alright X-men. My brother is being sincere."

Juggernaut picked his helmet up from off the floor and walked over the symbiote that he picked up in one hand. "Puny fellow."

Later in the Blackbird, Professor Xavier and Nightcrawler started up the jet as it flew out of the secret mountain entrance. Inside the jet Gambit kept a watchful eye on Juggernaut who was taking each part of the symbiote's body and breaking pieces of its bone, or at least he assumed he was.

"Professor is you sure ve should trust him?" Nightcrawler asked as he steadied the X-jet.

"I understand your apprehension Kurt, but desperate times call for desperate measures. We could use the help, we have no idea what awaits us or who is our ally." Xavier answered as he looked back one last time at his brother.

-Maximum Carnage-

Logan jumped onto a rooftop and looked down at the road ahead. Many of the alien creatures were running through the streets toward a large hotel building that had barricaded itself off with roadblocks, cars, and a barbwire fence. Logan watched in amazement as the creatures quickly scaled the obstacles and were inside the fenced area.

Suddenly the two armor covered superheroes War Machine and Iron Man lowered themselves a few feet from the fence line and began to fire off their weapons, Iron Man with his propulsion blasts and War Machine with his missiles. After the smoke cleared nothing remained.

"I told you it would work Stark." War machine called out.

"Fine I owe you a scotch." Iron Man replied.

"Why don't you see if you can do that to me." Logan replied as he unsheathed his claws and stepped into the eyesight of the armor clad men.

"Wolverine?" Both men asked in unison. They quickly flew onto the rooftop.

"We heard Xavier's place was overrun by these symbiotes, and we just assumed you were too." Iron Man explained. "The Avengers have remained nearly unscathed."

"Of course you could help us, Fury has allowed the team to grow considering the circumstances." War Machine said as he unhooked his helmet.

Logan grunted. "I ain't Avenger material fellas'. But I do need to speak with Fury so if you would."

The two men nodded. Iron Man grabbed Logan and flew him to the top of the hotel building. "We've blocked off the ground floor just in case." He then led Wolverine down the stairs to Nick Fury's temporary office.


End file.
